4 is the operator of all stock exchanges and financial Markets in Spain. is a limited company, has been a public company since 4 July 006 and an IBEX 35 constituent since July 007 is a technologically advanced company. It is widely diversified, very sound financially and has a strong presence in international markets. s headquarters and all of its subsidiary companies main offices are in Spain, where the group carries out its business. The company s main operational headquarters are in Las Rozas, Madrid.
5 Bolsas y Mercados Españoles () *MEFF Renta Variable MEFF Renta Fija MEFF Euroservices MEFF Tecnología y Servicios AIAF Iberclear Bolsa de Madrid Bolsa de Valencia Bolsa de Barcelona Bolsa de Bilbao Consulting Instituto Innova Market Data Infobolsa Visual Trader Systems Centro de Cálculo de Bolsa Sociedad de Bolsas MAB Servicios Corporativos (*) Since December 00, MEFF Productos Derivados.
6 Group Companies Stock exchange governing companies Stock exchange governing companies list for trading, supervise and manage the official secondary market for equities, private fixed income, public debt, warrants and certificates. Madrid Stock Exchange (Sociedad Rectora de la Bolsa de Valores de Madrid, S.A.U). Owner of 90% of the firm Visual Trader Systems, S.L., which channels orders from financial institutions to the Spanish market and sends orders to markets outside Spain. Bilbao Stock Exchange (Sociedad Rectora de la Bolsa de Valores de Bilbao, S.A.U). In addition to the aforementioned activities, the Bilbao Stock Exchange exclusively handles the trading and settlement of public debt issued by the Basque Country regional government. The four Spanish stock exchange governing companies also own 5% of: Sociedad de Bolsas, S.A. the company that manages and operates the Spanish electronic trading platform (SIBE). Barcelona Stock Exchange (Sociedad Rectora de la Bolsa de Valores de Barcelona, S.A.U). Valencia Stock Exchange (Sociedad Rectora de la Bolsa de Valores de Valencia, S.A.U). Bolsas y Mercados Españoles, Sistemas de Negociación, S.A., ( Sistemas de Negociación) the governing company of two multi-lateral trading systems: In addition to the aforementioned activities, the Barcelona Stock Exchange exclusively handles the trading and settlement of public debt issued by the Catalonian regional government. It is the owner of Centro de Cálculo de Bolsa. In addition to the aforementioned activities, the Valencia Stock Exchange exclusively handles the trading and settlement of public debt issued by the Valencia regional government. It also owns 0% of Visual Trader Systems.
7 Alternative Equity Market (MAB): official system for trading, settling, clearing and registering trades made on: - Shares and other securities of Collective Investment Institutions (CIIs). - Securities and instruments issued or linked to small caps. - Other securities or instruments that, due to their nature, require a special trading scheme. MEFF Sociedad Rectora de Productos Financieros Derivados de Renta Variable, S.A.U. (MEFF Renta Variable) Manages the equity derivatives market and is the counterparty for its main products. On 3 December 00 the company registered in the Companies Registry its change of name to MEFF Sociedad Rectora de Productos Derivados, S.A.U. MEFF, Sociedad Rectora de Productos Financieros Derivados de Renta Fija, S.A.U. (MEFF Renta Fija) Manages the fixed-income derivatives market and is the counterparty for its main products. AIAF Mercado de Renta Fija S.A.U. (AIAF) Manages and supervises both the primary and secondary corporate debt markets and is the governing company of the multilateral trading system, SENAF (SENAF.SMN). Iberclear Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. Spain s central securities depository in charge of the registering of securities and the clearing and settlement of all trades on Spanish stock exchanges, the book-entry public debt market, AIAF and Latibex. The Spanish government, under the supervision of the Ministry for the Environment and Rural and Marine Affairs, has commissioned Iberclear to manage the National Registry of Greenhouse Gas Emission Rights (RENADE). MEFF Euroservices, S.A.U., S.V. Transfers orders to European markets (Eurex). In addition, manages virtual power plant auctions. - Latibex, the market for Latin American securities in euros. MEFF Tecnología y Servicios S.A.U. Development and operation of data-processing systems, calculation of guarantees, settlement and billing for Spanish electricity market auctions. Consulting Bolsas y Mercados Españoles Consulting, S.A.U. This company offers specialised strategic consultancy services, custom-made technological solutions and integrated training programmes for the financial markets.
8 Infobolsa, S.A. Jointly owned (50%-50%) by and Deutsche Börse. Sells real-time financial information services. Instituto Instituto Bolsas y Mercados Españoles, S.L.U. s educational centre, focussed on organising a range of educational services linked to financial markets in general. Innova Bolsas y Mercados Españoles Innova, S.A.U. This company offers products and services in three areas: Business continuity, financial communication and management software for financial entities. Market Data Bolsas y Mercados Españoles Market Data, S.A.U. The company offers documentation and handling of financial, economic, equity market, currency and commercial data via computerised systems and any other channels. In addition to the above, Bolsas y Mercados Españoles Servicios Corporativos, S.A., acts as an auxiliary company. Holdings in other companies From the date of its incorporation, has been involved in the development and modernisation of Latin American financial markets, as evidenced by the following shareholdings: - Cámara de Riesgo Central de Contraparte de Colombia, S.A., in which holds a 9.99% stake. Cámara de Riesgo Central de Contraparte de Colombia, S.A. acts as the central counterparty in Colombia s futures and options market. - Bolsa Mexicana de Valores, S.A. de Capital Variable, in which owns a 0.99% stake. In addition to its aforementioned holdings in Latin American companies, has stakes in other companies: - Operador del Mercado Ibérico de Energía - Polo Español, S.A. (formerly Compañía Operadora del Mercado Español de Electricidad, S.A.) in which owns a 7.8% stake. This company carries out the functions necessary to ensure the financial management needed for the effective development of the electricity production market. - Link Up Capital Markets, S.L. in which Iberclear retains a 7.48% stake. Its corporate purpose is to improve efficiency and reduce settlement costs in cross-border securities transactions. - REGIST-TR is a company based in Luxembourg and is 50% owned by Iberclear. This company is the operator of the trade repository for OTC financial instruments, also named REGIS-TR.
9 Corporate Governance s corporate governance model conforms to the highest market standards in this field and its basic lines, which are reflected in the Company s internal regulations, are transparency, shareholder participation and independence of the external auditor. s internal regulations are available under the Information for shareholders and investors section of the corporate website: www.bolsasymercados.es The Board of Directors is the Company s most senior governing and administrative body. It is made up of 5 members of recognised capacity, integrity and independence. The composition of the Board complies with the recommendations of the Unified Code of Good Governance as 3 members are external directors (8 proprietary and 5 independent) and only two are classified as executive directors. Governing Bodies GENERAL SHAREHOLDERS MEETING BOARD OF DIRECTORS EXECUTIVE COMMITTEE AUDIT COMMITTEE APPOINTMENTS AND REMUNERATION COMMITTEE MARKETS AND SYSTEMS OPERATING COMMITTEE CHAIRMAN COORDINATION COMMITTEE Board of Directors Directors Post Type Executive Audit Appointments and Remuneration Markets and Systems Operating Procedures Antonio J. Zoido Martínez Chairman Executive Chairman - - - José A. Barreiro Hernández First Vice Chairman External Proprietary Member - - - Tomás Muniesa Arantegui Third Vice Chairman External Proprietary Member - - - Margarita Prat Rodrigo Fourth Vice Chairwoman External Independent Member - - - Javier Alonso Ruiz-Ojeda Director External Proprietary Member Member - - José Antonio Álvarez Álvarez Director External Proprietary - - Member - Ignacio Benjumea Cabeza de Vaca Director External Proprietary Member - - - Álvaro Cuervo García Director External Independent Member Chairman - - Rosa María García García Director External Independent - - Member - Joan Hortalá i Arau Director Executive - - - Chairman Ricardo Laiseca Asla Director External Proprietary - - - Member Karel Lannoo Director External Independent - - - Member Ramiro Mato García-Ansorena Director External Proprietary - Member - - Manuel Olivencia Ruiz Director External Independent - - Chairman - Carlos Stilianapoulos Ridruejo Director External Proprietary - - - Member *Secretary of the Board and of the s: Luis María Cazorla Prieto. *Legal Advisor Jaime Aguilar Fernández-Hontoria.
0 Classification of Board Members Classification of Members External/Internal Directors Executive Audit 3 4 All information relating to corporate governance at can be found in the Annual Corporate Governance report, the Board of Directors report and the annual report on remuneration of the company s board of directors for 00, which are all available on the corporate website: www.bolsasymercados.es External directors Internal directors Independent directors Independent directors Executive directors Director Type Appoinments and Remuneration Markets & Systems Operating Procedures 5 8 Independent directors Executive directors Independent directors Independent directors Executive directors
s Structure As established in the Company s Articles of Association and Board of Directors Regulations, the Board of Directors has entrusted the running of its ordinary business to the delegate bodies, the Board s executive members and the senior management team. Therefore, Group companies are managed in a coordinated manner, based on a structure consisting of business units and Corporate Areas with the Coordination being responsible for the permanent co-ordination of various business units with the activities of and its integrated companies. The Business Units are not necessarily the legal entities which comprise, except in the case of the Settlement Unit which is made up almost exclusively of Iberclear s business. This structure, inspired by the fact that different group companies carry out many of the same activities, is superimposed on the legal structure and allows the group to make more rational use of human and technical resources. The following tables show the heads of s business and corporate areas in 00: Corporate Areas Human Resources Technology Financial International Relations Administration Legal Corporate Communication Business Units Head Gabriel Domínguez de la Rosa Francisco Nicolás Tahoces Javier Hernani Burzako Ramón Adarraga Morales Luis María Cazorla Prieto Jaime Aguilar Fernández-Hontoria Pablo Malumbres Muguerza Equities: Trading of securities through the electronic trading platform (Sistema de Interconexión Bursátil) or on the stock exchange floor and all corresponding post-trade activities. Derivatives: Trading, counterparty management and settlement of derivatives products. Fixed income: Trading of private fixed income and public debt securities. Settlement: Registration, clearing and settlement of equity, private fixed income and public debt trades. Information: dissemination of information as a primary source and commercial provider services. Listing: Listing and maintenance services for issuers on the equity and private fixed income markets. IT&Consulting: Production and sale of software, global access, advisory and training services. Coordination Antonio J. Zoido Martínez (Chairman) Ramón Adarraga Morales Jaime Aguilar Fernández-Hontoria Gabriel Domínguez de la Rosa Antonio Giralt Serra Javier Hernani Burzako José Massa Gutiérrez del Álamo Francisco Nicolás Tahoces Francisco de Oña Navarro Jorge Yzaguirre Scharfhausen Head Jorge Yzaguirre Scharfhausen Francisco de Oña Navarro Francisco de Oña Navarro José Massa Gutiérrez del Álamo Ramón Adarraga Morales Antonio Giralt Serra Ramón Adarraga Morales